PUBLICATIONS

Published on September 22th, Bill nº 14,451/2022 instituted the reduction of the deliberation quorums of the partners of limited liability companies in the articles 1,061 and 1,076 of the Civil Code. The new rule changes the dynamics of corporate control of limited liability companies, which becomes similar to an anonymous society corporation, with absolute majority voting prevailing for all relevant matters.

The changes can be interpreted as an attempt to generate greater dynamism and ease in decision-making in limited liability companies, but they may also come to represent the consolidation of the autonomy of the majority shareholders.

The legal change came into force on October 22th, but does not automatically reduce the higher deliberation quorums that are in the articles of incorporation – since the partners can choose to adopt quorums higher than the legal ones, but never lower. In the case of companies whose articles of incorporation are silent on the matter, the resolution quorums indicated in the new legal text will automatically apply.

In this sense, it is important for companies to pay attention to their social contracts to understand whether the legal change is already producing effects in their deliberations. Depending on this, those interested in adopting the lowest quorum provided for by law or maintaining the previous highest quorum will need to meet to vote on reforming the document.

Are you in doubt if the new law applies to your business? Click here to learn more! (In portuguese)